Exhibit 10.1
ADVISORY SERVICES AGREEMENT - Piter
Korompis
This
Advisory Services Agreement (the “Services
Agreement”) is made and entered into
September 24, 2007 (the “Effective Date
”), by and between (i) Piter Korompis, whose principal
business address is an individual c/o Austindo Foods, Pty,
Level 1, 585 Burwood Road, Hawthorn, Victoria 3122, Australia
(the “Consultant”) and (ii) VoIP, Inc., a Texas
corporation, whose principal place of business is 151 South
Wymore Road, Suite 3000, Altamonte Springs, Florida 32714 (the
“Company”). Consultant and Company may hereinafter
be referred to individually as a “party” or
collectively as the “parties.”
WHEREAS ,
the Company requires the Services as defined and set forth
herein;
WHEREAS ,
Consultant is qualified to provide the Company with the Services
and is desirous to perform such Services for the Company;
and
WHEREAS ,
the Company wishes to induce Consultant to provide the Services and
wishes to contract with the Consultant regarding the same and
compensate Consultant in accordance with the terms
herein;
NOW, THEREFORE ,
in consideration of the mutual covenants contained in this Services
Agreement, and for good and valuable consideration, the receipt of
which is hereby acknowledged, it is agreed as follows:
1.
APPOINTMENT
.
The
Company hereby engages Consultant and Consultant agrees to
render the Services to the Company as a consultant upon the
terms and conditions hereinafter set forth.
2.
TERM
.
The
term of this Services Agreement shall begin as of the date of
this Services Agreement, and shall terminate 120 days
thereafter, or earlier in accordance with Section
9.
3.
SERVICES
.
During
the term of this Services Agreement, Consultant shall provide
the Company with the following “Services.”
However, the Services shall be limited to making
recommendations and offering advice to the Company's Officers,
Directors and other key Company personnel. As an offsite
advisor, Consultant will rely upon the Company's management
to, in the Company's sole discretion, accept or reject its
recommendations. Under no circumstances, even in the event
that Consultant is to perform onsite analysis, shall
Consultant be responsible for making any decisions on behalf
of the Company.
a. Advise
internal management, with particular focus on strategic
planning, organizational and corporate structure, and overall
business analysis with the ultimate goal of preparing the
company for capital market investor due
diligence;
b.
General
corporate advice including but not limited to strategic
planning, management advisory services, business development,
and other consulting or advisory services which the Company
reasonably requests that the Consultant provide to the
Company.
c.
Consultant
agrees to provide the Services on a timely basis via: meetings
with Company representatives which may include other
professionals; conferences calls with Company representatives
and other professionals; and/or written correspondence and
documentation. Consultant cannot guarantee the results on
behalf of the Company, but shall pursue all avenues that it
deems reasonable through its network of contacts.
d.
It
is further agreed that the Consultant will not engage in
capital raising or stock promotion activities on behalf of the
Company during the term of the Services
Agreement.
4.
COMPENSATION
. In
connection with this Services Agreement, The Company shall pay
Consultant the following fees:
a.
Cash .
(i) Within five days of the effectiveness of this Services
Agreement (the “Payment Date”) the Company shall pay
Consultant a cash fee equal to $490,000.00.
b.
Options .
By or before the Payment Date, Consultant shall be granted an
option to purchase 700,000 of the Company’s common shares
(the “Option Shares”) for $1.20 per share. The Option
Shares shall be registered in an appropriate registration
statement, and shall be delivered free of any restrictive
legend.
All
compensation delivered and paid to Consultant pursuant to this
Services Agreement shall be deemed completely earned, due,
payable and non-assessable as of the date the compensation is
tendered to Consultant by the Company or the Company's
transfer agent. Once compensation is tendered to Consultant,
there shall be no refunds or diminishment of the same
regardless of any event.
5.
REPRESENTATIONS AND WARRANTIES OF COMPANY
.
The
Company hereby represents, warrants and agrees as
follows:
a. This
Services Agreement has been authorized, executed and delivered
by the Company and, when executed by the Consultant will
constitute the valid and binding agreement of the Company
enforceable against the Company in accordance with its terms,
except as enforcement thereof may be limited by bankruptcy,
insolvency or reorganization, moratorium or other similar laws
relating to or affecting creditors' rights generally or by
general equitable principles.
b. The
Company is validly organized, existing and with active status
under the laws the State of Texas.
c. The
securities to be issued to Consultant, if any, have all been
authorized for issuance and when issued, delivered and
tendered to the Consultant by the Company will be validly
issued, fully paid and non-assessable.
6.
STATUS OF WORK PRODUCT AND OTHER PROPERTY
.
Upon expiration of this Agreement and/or termination of this
Services Agreement (or at any time upon request by the Company),
Consultant will immediately return to the Company all Company
property (including but not limited to all documents, electronic
files/records, keys, records, computer disks, or other tangible or
intangible things that may or may not relate to or otherwise
constitute confidential information or trade secrets (as defined by
applicable law) that Consultant created, used, possessed, or
maintained while in the employ of the Company, from whatever
source. This provision does not apply to purely personal documents
of Consultant, but does apply to business calendars, Rolodexes,
customer lists, contact sheets, computer programs, disks, and their
contents, and like information that may contain some personal
matters of Consultant.
7.
INDEMNIFICATION
. (a)
The Company agrees to indemnify the Consultant and hold it harmless
against any losses, claims, damages or liabilities incurred by the
Consultant, in connection with, or relating in any manner, directly
or indirectly, to the Consultant rendering the Services in
accordance with the Services Agreement, unless it is determined by
a court of competent jurisdiction that such losses, claims, damages
or liabilities arose out of the Consultant's breach of this
Services Agreement, sole negligence, gross negligence, willful
misconduct, dishonesty, fra
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